Corporate and Securities

The Corporate and Securities Group at Bradley Arant Boult Cummings has the experience, depth, and client commitment to handle any corporate matter. With over 60 attorneys specializing in corporate and securities law, our firm represents enterprises ranging from publicly traded multinationals to smaller, family-owned businesses. Utilizing an approach where teams of lawyers focus on specific industries and client types, we work closely with other lawyers in the firm that specialize in tax, employee benefits, intellectual property, antitrust, real estate, environmental, banking, public finance, litigation, and other areas to ensure our clients receive legal advice that is not only timely and comprehensive, but practical and cost-effective.

We actively help our clients excel across a broad spectrum of industries, including government contracts, software and hardware, information technology, biotechnology, health care, construction, manufacturing, distribution, construction materials and aggregates, publishing and other media, banking and financial services, recycling, and venture capital and private equity.

As strategic business advisors, we pride ourselves on our ability to offer creative, cutting-edge solutions to our clients' needs. We have served on transactions for some of the largest corporations in the country, and our national reputation is enhanced by our ability to draw upon numerous practice areas within the firm to handle the most complex corporate and securities matters.

Mergers and Acquisitions
The mergers and acquisitions practice is one of the signature specialties of the firm. The transactional lawyers at Bradley Arant Boult Cummings stay at the forefront of mergers and acquisitions law to deliver the highest quality representation to our clients. Our attorneys regularly represent publicly-traded and privately-held buyers and sellers in all aspects of M&A transactions, including negotiations of mergers, stock and asset purchases, divestitures, spin-offs, exchange offers, tender offers, proxy contests, management buyouts, leveraged buy-outs, joint ventures, strategic alliances and going-private transactions. Our attorneys are regularly engaged by companies with operations, subsidiaries, and offices throughout the United States and abroad.

Of course, an M&A transaction often requires input and experience in other areas of law. With a firm of over 400 lawyers practicing out of 7 offices from Alabama to Washintgon, D.C., our M&A team draws from a wealth of attorneys specializing in tax, employee benefits, intellectual property, antitrust, bankruptcy, and banking and public finance, as well as non-transactional areas like environmental, labor & employment, immigration, and federal and state government affairs.

Because we utilize an industry and client team approach, our M&A lawyers are continually focused on business developments in the industries in which our clients compete. As a result, our M&A lawyers have developed deep, industry-specific expertise in fields including health care, healthcare IT, manufacturing, pharmaceuticals, construction, research and biotechnology, hardware and software development, just to name a few.

Family-Owned Business Team
The Family-Owned Business Team of Bradley Arant Boult Cummings is a multidisciplinary group of attorneys focused on representing the unique interests of family-owned businesses. We advise clients in a variety of industries through the entirety of a business life cycle – from initial formation and capitalization to growth and business maturity and through ownership and management succession and tax and estate planning. A goal of the Family-Owned Business Team is to be the only legal resource that a family needs in order to start, grow and transition (whether through transfer or sale to future generations) a business over the long term. Our clients find that this approach results in the representation that they desire – our unique ability to use professionals from our team allows us to see the entire picture and to advise our clients, and help them plan, accordingly.

The Family-Owned Business Team works with clients as a partner to anticipate opportunities and challenges, analyze the benefits and risks associated with those opportunities and challenges and ultimately provide advice to clients that is consistent with our clients’ goals and plans.

Securities Transactions and Compliance
The securities lawyers at Bradley Arant Boult Cummings serve a diverse group of companies operating in a broad range of industries. We represent both issuers and underwriters in connection with public and private offerings of equity and debt securities, including initial public offerings, secondary public offerings, and private placements. Our attorneys serve as counsel to a number of companies whose securities are publicly traded on the New York Stock Exchange, the American Stock Exchange, and NASDAQ. We counsel these clients regarding their SEC compliance and filings, as well as the implementation of shareholders’ rights plans and other defensive strategies.

We regularly advise clients on the design and implementation of executive compensation and employee benefit plans involving the issuance of registered securities. We have also served as counsel in takeovers and proxy contests, including representing hostile bidders. Our attorneys also provide counsel on M&A transactions where registered securities are issued, as well as in connection with going-private transactions.

Corporate Governance
The federal government has intensified its focus on the governance of publicly traded companies in recent years. Sarbanes-Oxley and various changes in stock exchange listing standards are examples of the more rigorous and complex regulatory environment in which public companies now operate.
We regularly counsel companies, management teams, boards, directors, and committees on the myriad of corporate governance and other regulatory and ethical compliance matters, including:

• Disclosure issues (Section 16 reporting, real-time disclosure, regulation FD, disclosure controls and procedures, CEO and CFO certification of disclosures).
• Board composition, qualifications, and independence.
• Audit committees for Sarbanes-Oxley and exchange-related issues.
• Accounting and auditing issues (auditor independence, internal control over financial reporting, Public Company Accounting Oversight Board regulations).
• Listing standards for each of the national securities exchanges and national securities associations.
• Benefits issues (loans to officers and directors, blackout periods for pension plans, executive compensation, equity compensation plans).

We are regularly engaged to prepare corporate governance guidelines, codes of ethics, disclosure controls and procedures, board committee charters, and insider trading programs. We also perform comprehensive corporate governance compliance audits to identify areas where controls and procedures should be enhanced, and conduct internal investigations and other proactive measures to further the interests of our public company clients. Our attorneys regularly counsel clients in responding to regulatory enforcement proceedings and securities litigation.

We represent boards of directors and independent board committees, especially audit committees, in areas including fiduciary duties; liability issues; and committee membership standards, duties, and responsibilities. Our attorneys advise independent directors in the area of affiliate transactions, business judgment, and directors’ oversight. We also counsel publicly-held companies, boards of directors, management, and stockholders on their compliance and disclosure responsibilities, including periodic reporting and proxy statements.

Corporate Counsel and Business Planning
Our attorneys regularly serve as outside general counsel for clients without in-house counsel, or that choose to complement existing in-house counsel with our resources and experience. We advise clients on day-to-day issues such as the formation and management of joint ventures, contracts, leases, employment agreements and independent contractor relationships, corporate structure and reorganization, ownership transition, and general business development.

We also counsel clients regarding the implementation of business and tax strategies. Our practice includes business entity formation; drafting and negotiating buy-sell, partnership, and operating agreements; and developing equity-based compensation plans. We assist companies in their efforts to raise equity capital, obtain debt financing, and protect their intellectual property rights.

Public Finance
Bradley Arant Boult Cummings has extensive experience as bond counsel in Alabama, Tennessee, and other parts of the Southeast. With a team of eight (8) lawyers practicing public finance law out of our Birmingham, Montgomery, and Nashville offices, we serve as bond counsel for issuers of public securities at all levels - including the State of Alabama and numerous state--level authorities, municipalities, counties, health care authorities and special care facilities financing authorities, boards of education, industrial development boards, airport authorities, water, sewer and utility boards, and various other types of issuers of taxable and tax-exempt securities.

Our firm was the first law firm in Alabama, and one of the first in the Southeast, to render sole approving opinions in the field of public securities and to become nationally recognized bond counsel. The firm's municipal finance practice regularly involves the issuance of general obligation securities, hospital revenue bonds, airport revenue bonds, special tax obligations, utility revenue obligations, industrial development bonds, and other types of complex structured debt transactions. We have extensive experience in the areas of health care law, municipal law, public education law, utility law, federal and state constitutional law, and other areas that impact issuers of tax-exempt and taxable securities.

We also serve as underwriter's counsel, disclosure counsel, counsel to issuers of letters of credit and other credit enhancement instruments, bond purchaser's counsel, and special tax counsel. Our lawyers are regularly engaged to draft and review legislation relating to public finance and economic incentives.